The Brazilian Corporation Law and the Company´s By-laws require the shareholders´ ordinary general meeting to be held up to April 30 of each year where the shareholders must, among other things, decide about the distribution of the annual dividends. All shareholders are entitled to receive the dividends on the date when the dividends were declared.
The Company´s shareholders will decide about the Board of Directors proposal to allocate the net income for the prior year. The Brazilian Corporation Law defines "net profits" for any fiscal year as net income for that fiscal year, net of any accumulated losses from prior fiscal years, income tax and social contribution taxes and any amounts allocated to the participation of its employees and management in CR2´s net profits in such fiscal year.
The CR2 mandatory dividend is of at least 25% of the adjusted net income, under the terms of the Brazilian Corporate Law and the Company´s By-laws , determined in the unconsolidated financial statements. The yearly distribution of dividends, including dividends in excess of the minimum mandatory dividend, requires approval by a majority vote of the holders of CR2´s common shares and will depend on many factors. These factors include the Company´s results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by CR2´s board of directors and shareholders.
The purpose of the Policy on Disclosure of Material Act or Fact of CR2 Empreendimentos Imobiliários S.A. is to rule the internal procedures to be adopted in order to fully comply with the legal and regulatory provisions for the disclosure of material act or fact, pursuant to CVM Rule 358 as of January 3, 2002, and CVM Rule 369 as of June 11, 2002.
In this document, the capitalized terms below shall have the following meanings: Material Act or Fact: any decision of the controlling shareholder, resolution of the General Meeting or of the Company´s management bodies, or any other act or fact of a political-administrative, technical, business, or economic-financial nature, which took place in or relates to the Company´s businesses, and which may significantly influence (a) the quotations of securities issued by the Company or related thereto; (b) the investors‘ decision to buy, sell or keep the securities; or (c) the determination of whether the investors will exercise any rights inherent to their capacity of holders of securities issued by the Company or related thereto, including with no limitations the acts or facts listed on Exhibit I herein.
Company: CR2 Empreendimentos Imobiliários S.A.
CVM: The Brazilian Securities and Exchange Commission.
Investor Relations Officer: in charge of the Company´s relation with investors, and of the execution and monitoring of the Company´s Policy on Disclosure of Material Act or Fact.
Market Entities: The group of the stock exchanges or over-the-counter market entities which accept to trade the securities issued by the Company, as well as equivalent entities overseas.
The Company´s Policy on Disclosure of Material Act or Fact is based on the following principles and objectives:
4.1 The disclosure and communication to the CVM and Market Entities of Material Act or Fact, via institutional communication channels, as well as the adherence to the procedures set forth herein, is the responsibility of the Investor Relations Officer.
4.2 The Material Act or Fact shall be disclosed by means of (i) the publication in at least 1 (one) News portal available on the World Wide Web that provides the information in its entirety in section available for free access, and (ii) the disclosure of the respective information, whose content is identical to the document sent to the CVM and to Market Entities, on the Internet,
on the Company´s website www.cr2empreendimentos.com.br.
4.2.1 At the Investor Relations Officer´s discretion, the publication mentioned on item 4.2(i) shall have a summary format and a reference that the complete information shall be found at the electronic address www.cr2empreendimentos.com.br.
4.2.2 The information shall be presented in a clear and precise manner, which is objective and accessible to the investing audience. Whenever a technical concept is used, and it is deemed complex by the Investor Relations Officer, an explanation about its meaning shall be included in the disclosed information.
4.3 Whenever Material Act or Fact is disseminated through any means of communication, including information to the press or in meetings of class entities, investors, analysts, or a select public, either in Brazil or abroad, the Investor Relations Officer shall simultaneously disclose the respective information to the market, pursuant to the provisions of this document.
4.4 The controlling shareholder, Executive Officers, members of the Board of Directors and of the fiscal council, whenever it is instated, as well as any other employee of the Company who has access to information about Material Act or Fact, who have signed the instrument included in Exhibit II, pursuant to item 6.3 below, will be in charge of communicating the Investor
Relations Officer about any and all Material Acts or Facts which they are aware of and know it has not reached the Investor Relations Officer yet, as well as they shall see that the Investor
Relations Officer has taken the measures set forth herein to disclose said information.
4.5 Whenever the CVM or Market Entities demand the Investor Relations Officer to provide additional information to the communication and the disclosure of Material Act or Fact, or whenever there is an atypical fluctuation in the quotation, price or traded volume of securities issued by the Company or related thereto, the Investor Relations Officer shall inquire the people who have access to Material Acts or Facts, as an attempt to check if they have knowledge of information which should be disclosed to the market.
4.5.1 The Company´s managers and employees inquired as required by this item 4.5 shall respond to the request of the Investor Relations Officer immediately. In case they have no conditions to meet the Investor Relations Officer in person, or talk to him/her on the phone on the same day they learn about the respective requirement of the CVM or Market Entities, the said managers and employees shall send an e-mail with the appropriate information to the firstname.lastname@example.org address.
4.6 The disclosure of Material Act or Fact shall be done, as a rule, simultaneously to the CVM and Market Entities, before the beginning or after the closing of the business session of Market Entities. When the securities issued by the Company are being traded simultaneously in Brazilian and foreign Market Entities, the disclosure shall be done, as a rule, before the beginning or after the closing of the business session in all countries, prevailing, in case of incompatibility, the working hours of the Brazilian market.
4.6.1 In case it is exceptionally imperative that the disclosure of Material Act or Fact occurs during the trading hours, the Investor Relations Officer shall, when communicating the Material Act or Fact, request simultaneously to Brazilian and foreign Market Entities the suspension of the trading of the securities issued by the Company or related thereto, for the necessary time for the appropriate dissemination of the respective information. The Investor Relations Officer shall prove to Brazilian Market Entities that the requested trading suspension has also occurred in foreign Market Entities.
5.1 The Material Acts or Facts may exceptionally not be disclosed if the controlling shareholder or the Board of Directors understands the disclosure will put the Company´s interest at risk, and the procedures set forth herein shall be adopted with the purpose of guaranteeing the confidentiality of said information.
5.2 In case the Material Act or Fact relates to operations which directly involve the controlling shareholder, the latter can instruct the Investor Relations Officer not to disclose the Material Act or Fact, explaining the reasons for this decision.
5.3 The controlling shareholder or the Board of Directors, through its Chairman, shall request the Investor Relations Officer to immediately disclose Material Act or Fact maintained in confidentiality, in any of the following cases:
5.3.1 In case the Investor Relations Officer does not take the necessary measures for the immediate disclosure referred to in this item 5.3, it shall be incumbent upon, depending on the case, the controlling shareholder or the Board of Directors, through its Chairman, the adoption of said measures.
5.4 The Investor Relations Officer shall always be informed of Material Act or Fact kept confidential, and it is his/her responsibility to, together with the other people who know of this information, ensure the compliance with the appropriate procedures for the maintenance of confidentiality.
5.5 Should there be, on the part of those who know of Material Act or Fact kept confidential, doubt about the legitimacy of the non-disclosure of the information, the matter shall be submitted to the CVM, pursuant to the applicable rules.
6.1 The controlling shareholder, Executive Officers, members of the Board of Directors and of the fiscal council, when it is instated, as well as all employees and agents of the Company, shall preserve the confidentiality of the information related to Material Acts or Facts which they have privileged access to due to their position, always respecting the procedures set forth in this Section VI, until it is actually disclosed to the market, as well as ensure subordinates and trusted third parties also do so, assuming joint and several liability in the hypothesis of non-compliance.
6.2 For the purpose of preservation of confidentiality referred to in item 6.1 above, the people mentioned therein shall comply with and ensure compliance with the following procedures, without adverse effects to other measures which are appropriate in the face of each concrete situation:
6.3 When it is necessary to disclose the confidential information to an employee of the Company, or to another person who has a position or function in the Company, its parent companies, subsidiaries or affiliated companies, who is not an Executive Officer, member of the Board of Directors or of the Company´s fiscal council, the person transmitting the information shall ensure the person receiving the information knows the Company´s Policy on Disclosure of Material Act or Fact, and make sure this person signs the instrument included in Exhibit II before giving him/her access to the information.
7.1 It shall be incumbent upon the Investor Relations Officer to ensure, in the face of the occurrence of Material Act or Fact, the appropriate compliance with the Company´s Policy on Disclosure of Material Act or Fact, immediately reporting any irregularity to the Board of Directors.
7.2 The precision and adequacy of the wording of the information disclosed to the market, pursuant to item 4.2.2 above, shall be verified by the Investor Relations Officer as for the subjacent reasons to the requests of additional clarifications by the CVM and Market Entities.
7.3 In case any of the hypothesis of item 5.3 above occur, implying the necessity to disclose a Material Act or Fact which has been kept confidential, or the violation of the confidentiality of a Material Act or Fact before its disclosure to the market, the Investor Relations Officer shall conduct investigations and internal diligences at the Company, inquiring the people involved, who shall always respond to his/her information requests, for the purpose of verifying the reason which caused the eventual violation of the confidentiality of the information.
7.3.1 The conclusions of the Investor Relations Officer shall be sent to the Board of Directors, for the applicable measures to be taken, together with eventual recommendations and suggestions of amendments to the Company´s Policy on Disclosure of Material Act or Fact, which may represent a breach of information confidentiality in the future.
7.4 The Investor Relations Officer shall monitor the negotiation of securities issued by the Company or related thereto, adopting procedures so that he/she is informed of the negotiations that occur in periods preceding the disclosure to the market of Material Act or Fact, for the purpose of identifying eventual negotiations which are prohibited by the legislation in effect done by people who had knowledge of said Material Act or Fact, communicating eventual irregularities to the Board of Directors and the CVM.
8.1 By a resolution of the Board of Directors, the Company´s Policy on Disclosure of Material Act or Fact shall be amended in the following situations:
8.2 The amendment to the Company´s Policy on Disclosure of Material Act or Fact shall be informed to the CVM and Market Entities by the Investor Relations Officer, in the form requested by the applicable norms, as well as to the people included on the list of item 10.1.3 below.
9.1 Without adverse effects to the applicable sanctions under the legislation in effect, to be applied by the proper authorities, in case of violation of the terms and procedures set forth by the Company´s Policy on Disclosure of Material Act or Fact, it shall be incumbent upon the Board of Directors to take the disciplinary measures applicable to the Company´s internal scope, including the removal from office or the dismissal of the violator in the cases of serious infringement.
9.2 In case the applicable measure is of the General Meeting´s legal or statutory competence, the Board of Directors shall convene it to resolve on the topic.
10.1 The Company shall send via registered mail to the controlling shareholder, Executive Officers, members of the Board of Directors and of the fiscal council, when it is instated, as well as anyone who, due to his/her position or function at the Company, its parent companies, subsidiaries or affiliated companies, might know of information related to material act or fact, a copy of the Company´s Policy on Disclosure of Material Act or Fact, requesting the instrument of adhesion is returned to the Company duly signed pursuant to Exhibit II herein, which shall be filed at the Company´s headquarters.
10.1.1 Upon the signature of the Instrument of Investiture of new managers, the Company shall request the signature of the Instrument included in Exhibit II, And the new managers shall be informed of the Company´s Policy on Disclosure of Material Act or Fact.
10.1.2 The communication of the Company´s Policy on Disclosure of Material Act or Fact, as well as the request of signature of the Instrument included in Exhibit II, to the people mentioned in item 10.1 above, will be done before these people know of the Material Act or Fact, pursuant to item 6.3 above.
10.1.3 The Company shall keep in its headquarters, available to the CVM consultation, a list of the people considered in this item 10.1 and respective qualifications, position, address, and Individual and/or Corporate Taxpayer´s ID numbers, updating it whenever a change occurs.
10.2 The Company´s Policy on Disclosure of Material Act or Fact shall be complied with as of the date of its approval.
INSTRUMENT OF ADHESION TO CR2 EMPREENDIMENTOS IMOBILIÁRIOS S.A.´S POLICY ON DISCLOSURE OF MATERIAL ACT OR FACT
[name, or corporate name] [qualification - nationality, marital status, profession, Identity Card no. (RG/RNE), in the case of an individual; identify corporate nature, in the case of a Company], domiciled at [insert address], [Individual Taxpayers´ ID no. (CPF/MF) - Corporate Taxpayer´s ID (CNPJ/MF)], in the capacity of [position held or "controlling shareholder"] of CR2 EMPREENDIMENTOS IMOBILIÁRIOS S.A., a joint-stock company, headquartered at Rua do Mercado, n.º 11, 24º andar (parte), Centro, in the city and state of Rio de Janeiro, Corporate Taxpayer´s ID (CNPJ/MF) no. 07.820.907/0001-46, with its articles of incorporation duly filed at the Trade Board of the State of Rio de Janeiro with Corporate Registry (NIRE) no. 33.3.0027764-1, hereinafter referred to as Company, hereby declares to be aware of the Company´s Policy on Disclosure of Material Act or Fact, approved by the Board of Directors on [month], [day] of 2007, under CVM Rule 358 as of January 3, 2002, and amended by CVM Rule 369 as of June 11, 2002, and commits to comply with the rules and procedures set forth therein in its relations with the Company. [place and date of execution]
1.1. The Trading Policy for Securities Issued in CR2 Empreendimentos Imobiliários S.A. ("CR2"), hereinafter the CR2 Trading Policy, designed in accordance with §7 to article 13 and with article 15 of Instrução CVM n. 358, of 03 January 2002, is intended to allow the orderly trading of securities issued in CR2, and withdraw any assumption of inappropriate use of information pertaining to Material Act or Fact involving CR2 ("Privileged Information").
1.2. The CR2 Trading Policy applies to: Directors, Officers, Employees, Interns and Partners who, irrespective of their job, position or title, either in CR2 or in any of its controlled companies, may become aware of Privileged Information.
1.3. The individuals listed on item 1.2 above are hereinafter referred to, either jointly or individually, Related Persons.
1.4. Apart from being subject to the conditions set forth in Instrução CVM n. 358/02, Related Persons shall also be subject to this Trading Policy, insofar as they sign the enclose Statement of Compliance.
1.5 The rules provided for in this Trading Policy also apply to those cases where trading by Related Persons is made through:
(a) companies directly or indirectly controlled by them;
(b) third-parties with whom they have a management or trust arrangement, or management of financial assets portfolio;
(c) spouses not separated in court, partners and his/her dependents included in his/her annual income tax return.
1.6. The restrictions contained in item 1.5 above shall not apply to the trading carried out by investment funds in which the Related Persons hold takes, as long as:
(a) the investment funds are not exclusive; and
(b) the trading decisions of the investment fund‘s manager cannot be influenced by the members.
2.1. Apart from the prohibition to the trading of securities issued in CR2 established by the Securities and Exchange Commission and the São Paulo Stock Exchange, securities issued in CR2 shall not be traded by Related Persons before disclosure of any material act or fact in the Company‘s business to the market.
2.2. Moreover, Related Persons shall not be allowed to trade securities issued in CR2:
(a) in the period of fifteen (15) days that precede disclosure or publication of CR2‘s quarter (ITR) and annual (DFP and IAN) financial statements;
(b)in the period comprised by CR2‘s Board of Directors‘ resolution to: (i) change CR2‘s capital stock by means of share subscription; (ii) approve a program for acquisition or disposal of CR2‘s shares by the Company itself; and (iii) distribute dividends or shareholders interest, bonus as share or derivatives or unfolding thereof; and publication of the relevant notices and/or announcements or reports;
(c) during any other period indicated by CR2‘s Officer for Relations with Investors as a "Quiet Period".
3.1 Related Persons may trade securities issued in the Company during the prohibition periods provided for in items 2.1, and 2.2 (b) and (c) above, i) that are in treasury, through private transactions arising from exercise of call options pursuant to the Company‘s Call Option Programs; or ii) bound to any repurchase by the Company, also through private transactions.
3.2 During the prohibition periods provided for in items 2.1, and 2.2 (b) and (c) above, the Related Persons may trade securities issued in the Company as long as such intention to trade shall have been informed to the Officer for Relations with Investors, in writing, by means of notice served at least thirty (30) days before the date scheduled for trading ("Communication"), as long as such Related Person is not aware of any Material Act or Fact pending disclosure.
3.2.1 The Communication shall be served by means of correspondence forwarded to the care of the Officer for Relations with Investors, and Acknowledged Receipt (AR) shall be evidence of compliance with the term. Upon receipt of any such Communication, the Officer for Relations with Investors shall immediately inform the intent to trade on the Company‘s website.
3.2.2 The Communication shall clearly contemplate, in details, all trading conditions and may establish minimum and maximum trading prices, as well as the period during which the trading may take place, which shall never be less than thirty (30) days.
3.2.3 A Related Person may, at any time, take-back and cancel the Communication, by means of a new communication with due regard to the formalities set forth in item 3.2.1.
3.2.4 Should the Related Person change any of the conditions provided for in the Communication, such person shall begin a new 30-day period.
4.1. For the purposes of Article 17, paragraph 3, of Instrução CVM n.º 358 of 3 January 2002, CR2‘s Officer for Relations with Investors shall be entrusted with execution and follow-up of the Trading Policy.
4.2. Without prejudice to the applicable administrative, civil and criminal penalties, default under the Trading Policy shall subject the actor to disciplinary actions, provided that full right of defense shall be assured to the individual charged with breaching the Trading Policy.
4.3. Apart from other penalties provided for in law, default under the Trading Policy may lead to enforcement of the following sanctions, depending on the case and with due regard to the gravity of the infraction: warning, suspension, dismissal for cause, pecuniary fine, contract termination, all without prejudice to losses and damages caused to CR2 and its shareholders resulting from violation of the rules set forth in the Trading Policy.
4.4. Unauthorized disclosure of relevant information and not publicly disclosed on or about CR2 is detrimental to the Company and strictly prohibited.
4.5. The CR2 Trading Policy was approved by CR2‘s Board of Directors on 7 May 2008, and any proposal for amendment thereto or revision thereof shall require approval of the same.
STATEMENT OF COMPLIANCE WITH THE TRADING POLICY FOR SECURITIES ISSUED IN CR2 EMPREENDIMENTOS IMOBILIÁRIOS S.A.
[insert name or corporate name], [insert personal data - nationality, marital status, occupation, RG/RNE, if an individual; identify type of legal entity, if a corporate entity], with address at [insert address], enrolled with the [CPF/MF - CNPJ/MF] under n. [insert number], in his/her capacity as [indicate position or relationship with CR2] of CR2 Empreendimentos Imobiliários S.A., a share-company with seat in the city of Rio de Janeiro, State of Rio de Janeiro, at Avenida Borges de Medeiros, nº 633, suites 603 to 608, enrolled with the National Registrar of Legal Entities of the Ministry of Finance (CNPJ/MF) under n. 07.820.907/0001-46, hereinafter referred to as Company, hereby states and represents that he/she/it is aware of the provisions of the Company‘s Securities Trading Policy, as approved by the Board of Directors on 07 May 2008 pursuant to Instrução CVM n. 358, of 3 January 2002, as amended under Instrução CVM n. 369, of 11 June 2002 and under Instrução CVM n. 449, of 15 March 2007, and commits to abiding by the rules and procedures therein provided for, and guiding his/her/its actions relative to the Company by those provisions at all times.
Last Update on June 18, 2015